Updated June 17, 2016
KAIROS END USER LICENSE AGREEMENT
This End User License Agreement ("Agreement") constitutes a valid and binding agreement between Kairos AR, Inc. (together with its affiliates, successors and assigns "Kairos") and you ("you," or "your") for the use of the Kairos Software, as the term is defined below. You must enter into this agreement in order to install and use Kairos Software.
BY INSTALLING AND USING THE KAIROS SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE KAIROS SOFTWARE.
1. License Grant
Subject to the terms of this Agreement, Kairos hereby grants you a limited, non-exclusive, non-sublicensable, non-assignable license to download, install and use a single copy of the Kairos Software, including any online or enclosed documentation, data distributed to your computer for processing and any future programming fixes, updates and upgrades provided to you (collectively, the "Kairos Software"), onto a network server or computer workstation for your sole use to install, interact with and utilize the Kairos Software, including the content and features contained therein. This license may not be shared, transferred to or used concurrently on different servers or workstations. You may make a single back-up copy of the software for archival purposes.
2. License Restrictions
(a) Notwithstanding anything to the contrary, you may not: (i) remove any proprietary notices from the Kairos Software or any copy thereof; (ii) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling or disassembling or hacking of the Kairos Software; (iii) sell, assign, rent, lease, act as a service bureau, or grant rights in the Kairos Software, including, without limitation, through sublicense, to any other entity without the prior written consent of Kairos; (iv) export or re-export the Kairos Software in violation of United States export laws; (v) use the Kairos Software for any commercial purpose or the benefit of any third party or charge any person for the use of the Kairos Software; or (vi) use the Kairos Software to, or in any way that would violate any applicable law, regulation or ordinance; (vii) collect any information or communication about the users of the Kairos Software by monitoring, interdicting or intercepting any process of the Kairos Software; and (viii) use any type of bot, spider virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access or that are designed to distort, delete, damage or disassemble the Kairos Software. Furthermore, you may not use the Kairos Software to develop, generate, transmit or store information that: (A) infringes any third party's intellectual property or other proprietary right; (B) is defamatory, harmful, abusive, obscene or hateful; (C) in any way obstructs or otherwise interferes with the normal performance of another person's use of the Kairos Software, (D) performs any unsolicited commercial communication not permitted by applicable law; (E) is harassment or a violation of privacy or threatens other people or groups of people; and (F) impersonates any other person, or steals or assumes any person's identity (whether a real identity or online nickname or alias).
(b) The Kairos Software contains confidential and trade secret information owned or licensed by Kairos, and you agree to take reasonable steps at all times to protect and maintain the confidentiality of such information.
(c) The Kairos Software may be incorporated into, and may incorporate, technology, software and services owned and controlled by third parties. Use of such third party software or services is subject to the terms and conditions of the applicable third party license agreements, and you agree to look solely to the applicable third party and not to Kairos to enforce any of your rights. All modifications or enhancements to the Kairos Software remain the sole property of Kairos. Kairos reserves the right to add additional features or functions to the Kairos Software. When installed on your computer, the Kairos Software periodically communicates with Kairos servers. You acknowledge and agree that Kairos has no obligation to make available to you any subsequent versions of its software applications.
3. Permission to Utilize
In order to receive the benefits provided by the Kairos Software, you hereby grant permission for the Kairos Software to utilize the processor and bandwidth of your computer for the limited purpose of facilitating the communication between other Kairos Software users. You understand that the Kairos Software will protect the privacy and integrity of your computer resources and communication and ensure the unobtrusive utilization of your computer resources to the extent reasonably possible.
4. Proprietary Rights
The Kairos Software contains proprietary and confidential information of Kairos, including copyrights, trade secrets and trademarks contained therein, which are protected by international copyright laws. Title to and ownership of the Kairos Software, including without limitation all intellectual property rights therein and thereto, are and shall remain the exclusive property of Kairos and its suppliers, and except for the limited license granted to you, Kairos reserves all right, title and interest in and to the Kairos Software. You shall not take any action to jeopardize, limit or interfere with Kairos' ownership of and rights with respect to the Kairos Software. You acknowledge that any unauthorized copying or unauthorized use of the Kairos Software is a violation of this Agreement and copyright laws and is strictly prohibited.
5. Terms and Termination
(a) This Agreement will be effective as of the date you accept this Agreement, thereby expressly agreeing to the terms and conditions set forth herein, and will remain effective until terminated by either party as set forth below.
(b) You may terminate this Agreement at any time provided you cease all use of the Kairos Software AND destroy or remove from all hard drives, networks, and other storage media all copies of the Kairos Software in your possession. Kairos may terminate this Agreement if you do not comply with the terms and conditions of this agreement by providing notice to you of such termination (in which case such termination will be effective upon delivery of such notice) and/or preventing your access to the Kairos Software.
(c) Upon termination of this Agreement for any reason (i) all licenses and rights to use the Kairos Software shall terminate and you must remove the Kairos Software from your computer equipment and dispose of all originals and copies of the Kairos Software in your possession, and (ii) this agreement, other than Section 1 hereof, shall survive such termination.
6. Your Representations and Warranties
(a) You represent and warrant that (i) you possess the legal right and ability to enter into this Agreement and to comply with its terms, (ii) you will use the Kairos Software for lawful purposes only and in accordance with this Agreement and all applicable laws, regulations and policies, (iii) you will not attempt to decompile, reverse engineer or hack the Kairos Software to defeat or overcome any encryption and/or other technical protection methods implemented by Kairos with respect to the Kairos Software and/or data transmitted, processed or stored by Kairos or other users of the Kairos Software, (iv) you will not take any steps to interfere with or in any manner compromise any of Kairos' security measures, any other individual's or entity's computer on the Network and/or otherwise sharing Services, (v) you will always provide and maintain true, accurate, current and complete information as requested by Kairos, and (vi) you will only use the Kairos Software on a computer on which such use is authorized by the computer's owner.
(b) You agree that you will not use any automatic or manual device or process to interfere or attempt to interfere with the proper working of the Kairos Software, except to remove the Kairos Software from a computer of which you are an owner or authorized user in a manner permitted by this Agreement. You may not violate or attempt to violate the security of the Kairos Software. Kairos reserves the right to investigate occurrences which may involve such violations, and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.
(c) If Kairos has reasonable grounds to suspect that your representations, warranties or promises are inaccurate or breached, Kairos may terminate this license, deny any or all use of the Kairos Software, and pursue any appropriate legal remedies.
You agree to indemnify, hold harmless and defend Kairos and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents and network service providers at your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees, at all trial and appellate levels, and other dispute resolution expenses) incurred by Kairos arising out of or relating to your (a) violation or breach of any term of this Agreement or any policy or guidelines referenced herein, or (b) use or misuse of the Kairos Software.
8. Disclaimer of Warranties
(a) THE KAIROS SOFTWARE IS PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY KAIROS, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE KAIROS SOFTWARE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. KAIROS FURTHER DOES NOT REPRESENT OR WARRANT THAT THE KAIROS SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE, OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES KAIROS WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET.
(b) YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE KAIROS SOFTWARE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.
(c) THE KAIROS SOFTWARE IS UTILIZED AND DISTRIBUTED BY THIRD PARTIES WHICH ARE UNRELATED TO KAIROS YOU ACKNOWLEDGE THAT INSTALLATION OF THE KAIROS SOFTWARE WILL ALLOW THIRD PARTIES WHO ARE NOT AFFILIATED WITH KAIROS THE ABILITY TO COMMUNICATE WITH YOUR COMPUTER ("OUTSIDE PARTIES"). YOU AGREE THAT KAIROS WILL NOT BE LIABLE FOR ANY DAMAGE, CLAIM OR LOSS OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES AS STATED IN PARAGRAPH 9(a) ABOVE, RESULTING FROM ANY ACTIONS OR OMISSIONS OF THE OUTSIDE PARTIES.
(d) As some jurisdictions do not allow some of the exclusions set forth in this Section 9, some of these exclusions may not apply to you.
9. Limitation of Liability
(a) IN NO EVENT SHALL KAIROS, ITS AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR NETWORK SERVICE PROVIDERS BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OR OTHER THEORY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE KAIROS SOFTWARE, EVEN IF KAIROS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL KAIROS BE LIABLE TO YOU FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY YOU TO KAIROS DURING THE 12 MONTHS PRECEDING THE INCIDENT OR CLAIM. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. THE KAIROS SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES. NEITHER KAIROS NOR ITS REPRESENTATIVE WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS AND YOU WILL HOLD KAIROS HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE ABILITY TO USE THE KAIROS SERVICES TO CONTACT EMERGENCY SERVICES.
(b) Support for the Kairos Software is not provided directly by Kairos. Please refer to Manufacturer’s or Reseller’s documentation to understand your rights, if any, to technical or product support to the Kairos Software.
(c) As some jurisdictions do not allow some of the exclusions set forth in this Section 10, some of these exclusions may not apply to you.
10. Electronic Signatures and Agreements
You acknowledge and agree that by clicking on the button labeled "SUBMIT", "DOWNLOAD", "I ACCEPT" or such similar links or methods as may be designated by Kairos to download the Kairos Software to accept the terms and conditions of this Agreement, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE KAIROS SOFTWARE. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.
11. General Provisions
Kairos reserves all rights not expressly granted herein. Kairos may modify this Agreement at any time by providing such revised Agreement to you or posting the revised Agreement on its website located at www.Kairos.com. Your continued use of the Kairos Software shall constitute your acceptance of such revised Agreement. You may not assign this Agreement or any rights hereunder. Nothing in this Agreement shall constitute a partnership or joint venture between you and Kairos. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect. The failure of Kairos at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of law rules. Any legal proceeding arising out or relating to this Agreement will be subject to the exclusive jurisdiction of any court of competent jurisdiction located in Miami-Dade County, Florida and you irrevocably consent to the jurisdiction of such courts. The terms set forth in this Agreement and any related service agreements constitute the final, complete and exclusive agreement with respect to the Kairos Software and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms. Kairos may at its sole discretion assign this Agreement to a subsidiary or sister company, without giving prior notice. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CONTINUING TO INSTALL THE KAIROS SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO KAIROS THE RIGHTS SET FORTH HEREIN.
Kairos AR, Inc. 2200 NW 2nd Avenue Suite 210 Miami, FL 33127